The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, as amended), hereinafter referred to as the “Act”, and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to an oral auction to purchase:

I.

23,800 shares for one buyer, of a nominal value of PLN 50.00 each, constituting 85% of the share capital of the company „MADRO” Białystok Sp. z o.o. with registered office in Białystok, ul. Zwycięstwa 8, 15-703 Białystok, hereinafter referred to as the “Company”.

The starting price for the stake of 23,800 shares is PLN 4,383,960.00 (four million three hundred eighty-three thousand nine hundred and sixty zloty). The starting price for one share is PLN 184.20 (one hundred eighty-four zloty and twenty groszy).

The bidders will place their subsequent bids orally.
 

The minimum bidding increment for the entire stake of 23,800 shares is PLN 50,000.00 (fifty thousand zloty).

If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The highest bidder shall be obliged to purchase the shares that will not be acquired by the eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement enclosed to the Invitation.

The Company’s objects of activity are: manufacture of machinery for mining and construction (except of the service activities); service activities in scope of installation, repair and maintenance of machinery for mining and construction; manufacture of metal prefabricated buildings (except of the service activities); letting of land – running a market.

 

The Share Purchase Agreement will be concluded with the entity which placed the highest bid, within up to 5 working days from the date of payment of the full purchase price of the shares, reduced by the amount of the bid security, by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

In the case when the purchase of shares requires:

1)       the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;

2)       the consent of the Minister of Internal Affairs

the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance after receipt of the full payment for the shares has been confirmed.
 

The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.
 

The bid security of PLN 438,396.00 (four million three hundred and eighty-three thousand nine hundred and sixty zloty), which corresponds to 10% of the starting price for the entire stake of shares, should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 14 December 2009.

The bid security is not refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.
 

II.

161,500 ordinary bearer shares (series “A”) for one buyer, of a nominal value of PLN 10.00 each, constituting 85% of the share capital of the company Przedsiębiorstwo Budowy Maszyn Drogowych S.A. with registered office in Wrocław, ul. Żegiestowska 5, 50-542 Wrocław, hereinafter referred to as the “Company”.

The starting price for the stake of 161,500 shares is PLN 2,294,915.00(two million two hundred and ninety-four thousand nine hundred and fifteen zloty). The starting price for one share is PLN 14.21 (fourteen zloty and twenty-one groszy).

The bidders will place their subsequent bids orally.

The minimum bidding increment for the entire stake of 161,500 shares is PLN 50,000.00 (fifty thousand zloty).
 

If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The highest bidder shall be obliged to purchase the shares that will not be acquired by the eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement enclosed to the Invitation.

The Company’s objects of activity are: manufacture of tanks, reservoirs and containers of metal; mechanical processing of metal elements; manufacture of ovens, furnaces and furnace burners; manufacture of machinery for mining, quarrying and construction, excluding service activities; service activities in scope of installation, repair and maintenance of machinery for mining, quarrying and construction; manufacture of bodies (coachwork) for motor vehicles; manufacture of trailers and semi-trailers; wholesale of construction machinery.

 

The Share Purchase Agreement will be concluded with the entity which placed the highest bid, within up to 5 working days from the date of payment of the full purchase price of the shares, reduced by the amount of the bid security, by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

In the case when the purchase of shares requires:

1)      the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;

2)      the consent of the Minister of Internal Affairs

the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance after receipt of the full payment for the shares has been confirmed.

The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

The bid security of PLN 229,491.50 (two hundred and twenty-nine thousand four hundred and ninety-one zloty fifty groszy), which corresponds to 10% of the starting price for the entire stake of shares, should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 14 December 2009.

The bid security is not refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.

 

III.

3,910 shares for one buyer, of a nominal value of PLN 500.00 each, constituting 85% of the share capital of the company Przedsiębiorstwo Elektryfikacji i Robót Instalacyjnych Eltor - Warszawa Sp. z o.o. with registered office in Wołomin, ul. Armii Krajowej 110/112, 05-200 Wołomin, hereinafter referred to as the “Company”.

The starting price for the stake of 3,910 shares is PLN 2,170,050.00 (two million one hundred and seventy thousand fifty zloty). The starting price for one share is PLN 555.00 (five hundred and fifty-five zloty).

The bidders will place their subsequent bids orally.

The minimum bidding increment for the entire stake of 3,910 shares is PLN 50,000.00 (fifty thousand zloty).

If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The highest bidder shall be obliged to purchase the shares that will not be acquired by the eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement enclosed to the Invitation.

The Company’s objects of activity are: general construction of buildings and civil engineering works; wholesale trade and commission trade, except of motor vehicles and motorcycles; letting of own property; technical testing and analysis; retail sale of automotive fuel; roadside assistance and other service activity related to motor vehicles; installation of electrical wiring and fittings; collection and treatment of waste and sewage; building installation; retail trade except of sale of motor vehicles, motorcycles; repair of personal and household goods.

 

The Share Purchase Agreement will be concluded with the entity which placed the highest bid, within up to 5 working days from the date of payment of the full purchase price of the shares, reduced by the amount of the bid security, by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.

Payment must be made in full within 10 working days from the date of announcing the highest bidder.

In the case when the purchase of shares requires:

1)         the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;

2)         the consent of the Minister of Internal Affairs

the payment must be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance after receipt of the full payment for the shares has been confirmed.

The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa.

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

The bid security of PLN 217,005.00 (two hundred and seventeen thousand five zloty), which corresponds to 10% of the starting price for the entire stake of shares, should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 14 December 2009.

The bid security is not refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.

Entities interested in the purchase of the above Companies’ shares through a public auction may purchase the “Company Memorandum”.For this purpose they should:

- approach the Ministry of Treasury, room 610 (Company Memoranda of: „MADRO” Białystok Sp. z o.o. and Przedsiębiorstwo Budowy Maszyn Drogowych S.A.) and room 675 (Company Memorandum of Przedsiębiorstwo Elektryfikacji i Robót Instalacyjnych „ELTOR - Warszawa” Sp. z o.o.), on business days from 18 November 2009 till 14 December 2009, between 12:00 and 2:00 PM,

- present the Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry into the Register of Business Activity, showing the current representation of the entity (certificate must not be older than three months), and if the interested party is a natural person who is not an entrepreneur – present an identity document,

- sign the document “Confidentiality Obligation” by their duly authorized representatives.

The “Company Memorandum” is made for individual Companies and it contains information of the Company’s legal, economic and financial standing. The fee for the “Company Memorandum” is PLN 100.00 and it should be paid to the Cashier (room 372) of the Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12.00-2.00 PM, or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

For the avoidance of any doubt, the Minister of Treasury declares that the “Company Memorandum” is issued for each Company individually, upon signing of the document “Confidentiality Obligation” separately for each Company, and that the privatization process will be conducted for each of the Companies individually.

After prior agreement of an appropriate date, entities interested in purchasing the shares of the above Companies may acquaint themselves with the enterprises of each of the respective Companies at the Ministry of Treasury.

The persons responsible for releasing the above documentation and for determining the date for acquainting with the Company’s enterprise are:

-          Ms. Agnieszka Małachowska, room 610, Tel. (022) 695 85 97;

-          Ms. Małgorzata Kochanowicz-Skoczek, room 675, Tel. (022) 695 86 70.

Auction applications should be made in writing (in the Polish language) and should contain:

1)      name, surname and address or name and registered office of the entity interested in participating in the auction;

2)      address for correspondence;

3)      attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;

4)      If the entity responding to the invitation is a natural person:

a)      a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,

b)      if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original or as a certified copy made by a notary public,

c)      information on the method of financing of the share purchase transaction;

5)      If the entity responding to the invitation is a legal person:

a)      a valid extract from the relevant register,

b)      details of the person(s) entitled to participate in the auction, along with a power of attorney,

c)      details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 1,

d)      information on the method of financing of the share purchase transaction;

6)      declaration that the entity interested in participation in the auction:

a)      is not in default with payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority

b)      is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,

c)      is not in breach of any other privatisation agreements and that the entity is not a party to any court disputes in this regard,

d)      is not in breach of any other agreements concluded with the Treasury, and that the entity is not a party to any court disputes in this regard,

e)      is not a subject of liquidation proceedings and that no bankruptcy was announced, apart from entities which upon announcement of bankruptcy made an arrangement approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,

f)        is not entered in the Register of Insolvent Debtors,

g)      is not registered in the Credit Information Bureau as an unreliable borrower.

In the event that the entity interested in participation in the auction is a foreign entity, the submitted documents in a foreign language must be translated into the Polish language by a certified translator. Documents such as an extract from the relevant register, a power of attorney to act on behalf of the entity interested in participation in the auction should be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity interested in participation in the auction has its registered office, unless specified otherwise by applicable law provisions.

 

Auction applications should be submitted in one copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury or the front office of the Department of State Real Property and Minority Stakes, room 447, on business days, during office hours 8.15 AM - 4.15 PM by 14 December 2009.

 

The envelopes should be marked, respectively:

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki „MADRO” Białystok Sp. z o.o. z siedzibą w Białystok – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company „MADRO” Białystok Sp. z o.o. with registered office in Białystok – Do not open).

 

„Zgłoszenie do udziału w aukcji dotyczącej nabycia akcji spółki Przedsiębiorstwo Budowy Maszyn Drogowych S.A. z siedzibą we Wrocławiu – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company Przedsiębiorstwo Budowy Maszyn Drogowych S.A. with registered office in Wrocław – Do not open).

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Przedsiębiorstwo Elektryfikacji i Robót Instalacyjnych „ELTOR - Warszawa” Sp. z o.o. z siedzibą w Wołominie – Nie otwierać”. (Application to participate in the auction for the purchase of shares of the company Przedsiębiorstwo Elektryfikacji i Robót Instalacyjnych „ELTOR - Warszawa” Sp. z o.o. with registered office in Wołomin – Do not open).

 

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if no inscriptions, as indicated above, have been placed on the envelopes.

 

The auction will commence on 18 December 2009 at 2.00 PM in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

 

The invitation to participate in the auction and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.

 

Texts of the Share Purchase Agreements:

I.                   

SHARE PURCHASE AGREEMENT

No. MSP/.......................................................

concerning the purchase of shares of the Company

„MADRO” Białystok Sp. z o.o. with registered office in Białystok

concluded on ........................... in Warsaw (hereinafter referred to as the “Agreement”),

by and between:

the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr. .................., hereinafter referred to as the “Seller”

and

(if the buyer is a legal person)

...................................... (company name of buyer) with registered office in ........................., address ................................................................., entered into the Register of Entrepreneurs kept by the District Court for ............................. in ..........................., Commercial Division ........ of the National Court Register, under KRS number ........................., represented by .............................................................., authorised to represent the Buyer in accordance with the enclosed transcript from the register (or a power of attorney prepared in due form in the event that the person(s) is/are acting pursuant to the power of attorney granted by the persons authorised to represent the Buyer), attached hereto as Annex No. 1, hereinafter referred to as the “Buyer” ....................................

(if the buyer is a natural person)

............................................................. (names and surname), residing in ........................, address: ..........................................................., holder of ID card series .......... no. ............................... (and in the event that the natural person is conducting business activity – the entry number ....................... in the Register of Business Activity kept by ................................................., in accordance with the certificate of entry in the Register of Business Activity, attached hereto as Annex No. 1), hereinafter referred to as the “Buyer”.

The Seller and the Buyer are hereinafter jointly referred to as the “Parties”, and each of them individually as a “Party”.

 

WHEREAS:

1.      The Seller owns 28,000 (twenty-eight thousand) shares of a nominal value of PLN 50.00 (fifty zloty) each, constituting 100% of the share capital of the company „MADRO” Białystok Sp. z o.o. with registered office in Białystok, entered into the Register of Entrepreneurs maintained by the District Court in Białystok, Commercial Division XII of the National Court Register, under KRS number 0000293878, hereinafter referred to as the “Company”, of which 4,200 (four thousand two hundred) of the Company’s shares, of a nominal value of PLN 50.00 (fifty zloty) each, constituting up to 15% of the share capital of the Company, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;

2.      The Seller represents that the Shares to be disposed of are free of any restrictions on sale or other encumbrances and are not subject to any third party claims.

3.      The Buyer has placed the highest bid in oral auction no. .... to sell 23,800 (twenty-three thousand eight hundred) shares of the Treasury, constituting 85% of the share capital, in the Company „MADRO” Białystok Sp. z o.o. with registered office in Białystok, held in accordance with applicable laws, hereinafter referred to as the “Shares”.

 

The Parties have mutually agreed as follows:

Article 1

1.      The Seller agrees to sell and the Buyer agrees to buy the Shares.

2.      The purchase price per Share shall be PLN ..... (..... zloty), hereinafter referred to as the “Price per Share”.

3.      The total Share purchase price shall be PLN ..... (........ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.

Article 2

1.      The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 438,396.00 (four hundred thirty-eight thousand three hundred and ninety-six zloty), paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

2.      The Seller hereby confirms that it has received the amount of the total Share purchase price.

Article 3

1.      The shares shall be transferred by the Seller to the Buyer upon conclusion of this Agreement. All rights and obligations arising from obtaining the shares shall be assigned and delegated to the Buyer respectively.

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board in writing of conclusion of this Agreement and purchase of the Shares immediately upon conclusion of this Agreement, as well as to submit a copy of the Agreement in order to make a relevant entry in the Company’s Shareholders’ Register.

Article 4

1.      The Buyer represents that the conclusion of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any permit, authorisation or exemption issued by public administration bodies of the Republic of Poland.

2.      The Buyer did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on behalf of the Seller.

3.      The Buyer represents that it has full knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

4.      The Buyer agrees to purchase the shares not acquired by eligible employees on a free of charge basis (hereinafter referred to as the “Remaining Shares”) immediately upon the expiry of the right for such free of charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.

5.      The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.

Article 5

1.      This Agreement shall be governed by the laws of Poland.

2.      The costs of taxes and other fees related to the conclusion of this Agreement shall be borne by the Buyer.

3.      All changes to this Agreement shall be made in writing, with signatures authenticated by a notary, on pain of nullity.

4.      This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.

5.     All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail (with return receipt requested) to the addresses of the Parties:

for the Seller:                                                  for the Buyer:

Ministerstwo Skarbu Państwa                             ........................

ul. Krucza 36/ Wspólna 6

00-522 Warszawa

6.      Each Party shall inform the other Party in writing in case of any change of the address for notifications and communications related hereto. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

 

Signed by:

The Seller:                                                                              The Buyer:

 

Annexes:

1.      Buyer’s Transcript from the Register of Entrepreneurs kept by the National Court Register, or Certificate of Entry in the Register of Business Activity and the Power of Attorney (if any).

2.      Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.

 

II.                 

SHARE PURCHASE AGREEMENT

No. MSP/.......................................................

concerning the purchase of shares of the Company

Przedsiębiorstwo Budowy Maszyn Drogowych S.A.

with registered office in Wrocław

concluded on ........................... in Warsaw (hereinafter referred to as the “Agreement”),

by and between:

the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr. ................., hereinafter referred to as the “Seller”

and

(if the buyer is a legal person)

...................................... (company name of buyer) with registered office in ........................., address ................................................................., entered into the Register of Entrepreneurs kept by the District Court for ............................. in ..........................., Commercial Division ........ of the National Court Register, under KRS number ........................., represented by .............................................................., authorised to represent the Buyer in accordance with the enclosed transcript from the register (or a power of attorney prepared in due form in the event that the person(s) is/are acting pursuant to the power of attorney granted by the persons authorised to represent the Buyer), attached hereto as Annex No. 1, hereinafter referred to as the “Buyer” .................................... .

(if the buyer is a natural person)

............................................................. (names and surname), residing in ........................, address: ..........................................................., holder of ID card series .......... no. ............................... (and in the event that the natural person is conducting business activity – the entry number ....................... in the Register of Business Activity kept by ................................................., in accordance with the certificate of entry in the Register of Business Activity, attached hereto as Annex No. 1), hereinafter referred to as the “Buyer”.

The Seller and the Buyer are hereinafter jointly referred to as the “Parties”, and each of them individually as a “Party”.

 

WHEREAS:

1.      The Seller owns 190,000 (one hundred and ninety thousand) ordinary bearer shares (series “A”) numbered from A 00000001 to A 000190000, of a nominal value of PLN 10.00 (ten zloty) each, constituting 100% of the share capital of the company Przedsiębiorstwo Budowy Maszyn Drogowych S.A. with registered office in Wrocław, entered into the Register of Entrepreneurs maintained by the District Court for Wrocław-Fabryczna in Wrocław, Commercial Division VI of the National Court Register, under KRS number 0000081480, hereinafter referred to as the “Company”, of which 28,500 (twenty eight thousand five hundred) Shares of the Company, of a nominal value of PLN 10.00 (ten zloty) each, constituting up to 15% of the Company’s share capital, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;

2.      The Seller represents that the Shares to be disposed of are free of any restrictions on sale or other encumbrances and are not subject to any third party claims;

3.      The Buyer has placed the highest bid in oral auction no. ... to sell 161,500 (one hundred and sixty-one thousand five hundred) ordinary bearer shares (series “A”), numbered from A 00000001 to A 000161500, constituting 85% of the share capital of the Treasury in the company Przedsiębiorstwo Budowy Maszyn Drogowych S.A. with registered office in Wrocław, hereinafter referred to as the “Shares”, held in accordance with applicable laws;

 

The Parties have mutually agreed as follows:

Article 1

1.      The Seller agrees to sell and the Buyer agrees to buy the Shares.

2.      The purchase price per Share shall be PLN ..... (..... zloty), hereinafter referred to as the “Price per Share”.

3.      The total Share purchase price shall be PLN ..... (........ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.

Article 2

1.      The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 229,491.50 (two hundred twenty-nine thousand four hundred and ninety-one zloty fifty groszy) paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

2.      The Seller hereby confirms that it has received the amount of the total Share purchase price.

Article 3

1.      The shares shall be transferred to the Buyer upon conclusion of this Agreement by handing over by the Seller to the Buyer a multiple share certificate and a declaration (Annex No. 3 hereto) regarding the transfer of shares by the Seller to the Buyer along with all the rights and obligations arising therefrom.

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and purchase of the Shares immediately upon conclusion of this Agreement, as well as to submit a request for making a relevant entry in the Company’s Shareholders’ Register.

 Article 4

1.        The Buyer represents that the conclusion of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any permit, authorisation or exemption issued by public administration bodies of the Republic of Poland.

2.        The Buyer did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on behalf of the Seller.

3.        The Buyer represents that it has full knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

4.      The Buyer agrees to purchase the shares not acquired by eligible employees on a free of charge basis (hereinafter referred to as the “Remaining Shares”) immediately upon the expiry of the right for such free of charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.

5.      The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.

Article 5

1.      This Agreement shall be governed by the laws of Poland.

2.      The costs of taxes and other fees related to the conclusion of this Agreement shall be borne by the Buyer.

3.      All changes to this Agreement shall be made in writing on pain of nullity.

4.      This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.

5.      All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail (with return receipt requested) to the addresses of the Parties:

for the Seller:                                                  for the Buyer:

Ministerstwo Skarbu Państwa                             ........................

ul. Krucza 36/ Wspólna 6

00-522 Warszawa

6.      Each Party shall inform the other Party in writing in case of any change of the address for notifications and communications related hereto. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

Signed by:

The Seller:                                                                              The Buyer:

       (also confirming receipt of multiple share certificates)

 

Annexes:

1.      Buyer’s Transcript from the Register of Entrepreneurs kept by the National Court Register, or Certificate of Entry in the Register of Business Activity and the Power of Attorney (if any).

2.      Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.

3.      Seller’s Declaration of Transfer of Shares.

 

Annex No. .....

to the Share Purchase Agreement

...........................................

 

SELLER’S DECLARATION OF TRANSFER OF SHARES

 

I, the undersigned, acting pursuant to Article 339 of the Code of Commercial Companies, hereby transfer to .......................................................... a total of 161,500 (one hundred sixty-one thousand five hundred) ordinary bearer shares (series “A”), numbered from A 00000001 to A 000161500, of a nominal value of PLN 10.00 (ten zloty) each, constituting 85% of the share capital of the company Przedsiębiorstwo Budowy Maszyn Drogowych S.A. with registered office in Wrocław, along with all the rights and obligations resulting therefrom.

 

The Minister of Treasury

 

III.              

SHARE PURCHASE AGREEMENT

No. MSP/.......................................................

concerning the purchase of shares of the Company

Przedsiębiorstwo Elektryfikacji i Robót Instalacyjnych Eltor - Warszawa Sp. z o.o.
with registered office in Wołomin

concluded on ........................... in Warsaw (hereinafter referred to as the “Agreement”),

by and between:

the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr. .................., hereinafter referred to as the “Seller”

and

(if the buyer is a legal person)

...................................... (company name of buyer) with registered office in ........................., address ................................................................., entered into the Register of Entrepreneurs kept by the District Court for ............................. in ..........................., Commercial Division ........ of the National Court Register, under KRS number ........................., represented by .............................................................., authorised to represent the Buyer in accordance with the enclosed transcript from the register (or a power of attorney prepared in due form in the event that the person(s) is/are acting pursuant to the power of attorney granted by the persons authorised to represent the Buyer), attached hereto as Annex No. 1, hereinafter referred to as the “Buyer” .................................... .

(if the buyer is a natural person)

............................................................. (names and surname), residing in ........................, address: ..........................................................., holder of ID card series .......... no. ............................... (and in the event that the natural person is conducting business activity – the entry number ....................... in the Register of Business Activity kept by ................................................., in accordance with the certificate of entry in the Register of Business Activity, attached hereto as Annex No. 1), hereinafter referred to as the “Buyer”.

 

The Seller and the Buyer are hereinafter jointly referred to as the “Parties”, and each of them individually as a “Party”.

 

WHEREAS:

1.      The Seller owns 4,600 (four thousand and six hundred) shares, of a nominal value of PLN 500.00 (five hundred zloty) each, constituting 100% of the share capital of the company Przedsiębiorstwo Elektryfikacji i Robót Instalacyjnych Eltor - Warszawa Sp. z o.o. with registered office in Wołomin, entered into the Register of Entrepreneurs maintained by the District Court for the Capital City of Warsaw, Commercial Division XXI of the National Court Register, under KRS number 0000046593, hereinafter referred to as the “Company”, of which 690 (six hundred and ninety) shares of the Company, of a nominal value of PLN 500.00 (five hundred zloty) each, constituting up to 15% of the share capital of the Company, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;

2.      The Seller represents that the Shares to be disposed of are free of any restrictions on sale or other encumbrances and are not subject to any third party claims.

3.      The Buyer has placed the highest bid in oral auction no. ........ to sell 3,910 (three thousand nine hundred and ten) shares of the Treasury, constituting 85% of the share capital, in the Company Przedsiębiorstwo Elektryfikacji i Robót Instalacyjnych Eltor - Warszawa Sp. z o.o. with registered office in Wołomin, held in accordance with applicable laws, hereinafter referred to as the “Shares”.

 

The Parties have mutually agreed as follows:

Article 1

1.      The Seller agrees to sell and the Buyer agrees to buy the Shares.

2.      The purchase price per Share shall be PLN ..... (..... zloty), hereinafter referred to as the “Price per Share”.

3.      The total Share purchase price shall be PLN ..... (........ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.

Article 2

1.      The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 217,005.00 (two hundred seventeen thousand and five zloty) paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

2.      The Seller hereby confirms that it has received the amount of the total Share purchase price.

Article 3

1.      The shares shall be transferred by the Seller to the Buyer upon conclusion of this Agreement. All rights and obligations arising from obtaining the shares shall be assigned and delegated to the Buyer respectively.

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board in writing of conclusion of this Agreement and purchase of the Shares immediately upon conclusion of this Agreement, as well as to submit a copy of the Agreement in order to make a relevant entry in the Company’s Shareholders’ Register.

Article 4

1.      The Buyer represents that the conclusion of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any permit, authorisation or exemption issued by public administration bodies of the Republic of Poland.

2.        The Buyer did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on behalf of the Seller.

3.        The Buyer represents that it has full knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

4.        The Buyer agrees to purchase the shares not acquired by eligible employees on a free of charge basis (hereinafter referred to as the “Remaining Shares”) immediately upon the expiry of the right for such free of charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.

5.        The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.

Article 5

1.      This Agreement shall be governed by the laws of Poland.

2.      The costs of taxes and other fees related to the conclusion of this Agreement shall be borne by the Buyer.

3.      All changes to this Agreement shall be made in writing, with signatures authenticated by a notary, on pain of nullity.

4.      This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.

5.      All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail (with return receipt requested) to the addresses of the Parties:

for the Seller:                                                  for the Buyer:

Ministerstwo Skarbu Państwa                             ........................

ul. Krucza 36/ Wspólna 6

00-522 Warszawa

6. Each Party shall inform the other Party in writing in case of any change of the address for notifications and communications related hereto. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

Signed by:

The Seller:                                             The Buyer:

 

Annexes:

1.      Buyer’s Transcript from the Register of Entrepreneurs kept by the National Court Register, or Certificate of Entry in the Register of Business Activity and the Power of Attorney (if any).

2.      Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.